BOARD CHARTER. Standard Chartered Bank Kenya Limited. Standard Chartered Bank Kenya Limited is regulated by the Central Bank of Kenya

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "BOARD CHARTER. Standard Chartered Bank Kenya Limited. Standard Chartered Bank Kenya Limited is regulated by the Central Bank of Kenya"

Transcription

1 BOARD CHARTER Standard Chartered Bank Kenya Limited. Standard Chartered Bank Kenya Limited is regulated by the Central Bank of Kenya

2 BOARD CHARTER 1. PURPOSE This charter sets out the key values and principles of the Board of directors of Standard Chartered Bank Kenya Limited ( Company ). It provides a concise overview of: the role and responsibilities of the board of directors; powers of the board and board committees; separation of roles between the Board and Management; and the practice of the board in respect of corporate governance matters. This Board Charter is subject to the provisions of the Companies Act, 2015, the Company s Memorandum and Articles of Association and any applicable law or regulatory provision. 2. ROLE OF THE BOARD a) The Board is the ultimate decision making body of the Company. b) The Board is responsible for establishing sound system of internal control for the Company. c) The Board is responsible for overseeing the corporate governance framework. d) The Board is responsible for: adoption of strategic plans and policies; monitoring the operational performance; establishing policies and processes that ensure integrity of the Company s internal controls; and risk management. e) The Board is responsible for establishing clear roles and responsibilities in discharging its fiduciary and leadership functions. f) The Board is responsible for ensuring that management actively cultivates a culture of ethical conduct and sets the values to which the institution will adhere. g) The Board is responsible for ensuring that the strategies adopted promote the sustainability of the company. h) The Board is responsible for establishing policies and procedures for effective operations of the Company. i) The Board shall establish appropriate staffing and remuneration policies for all employees as required. j) The Board shall ensure the Company s compliance with all applicable laws, regulations, governance codes, guidelines and regulations and establish systems to effectively monitor and control compliance across the Company. 3. MATTERS RESERVED FOR THE BOARD a) The Board reserves specific powers to itself and delegates other matters to the management of the Company. b) The Board delegates its day to day powers and duties to the Chief Executive Officer and to the Executive Committee which in turn will make further delegations in accordance with the model Standard Chartered Bank ( Group ) committee structure and as required by law. 2

3 4. DELEGATION OF AUTHORITY a) Effective governance of the Company requires management to be involved in all significant decisions, and to be accountable to the Board. All delegated authorities must emanate from the Board. b) In establishing delegated authorities, whether for risk/business approval, financial expenditure approval, or other approvals, the Company mirrors standard Group delegations of authority, in respect of both quantum and individuals to be granted authority. c) The CEO must raise with the Board any matter of significance affecting the Company which requires the Board s attention, including any matters which exceed the delegated authority of the executive management. 5. COMPOSITION OF THE BOARD a) The Board shall be optimally constituted giving consideration to the size and nature of the Company s business and its subsidiaries. b) The Board shall ensure that it comprises a diverse mix of skills and expertise critical for effective oversight on the management of the company. This shall be underscored by ensuring that each member has the requisite skill and access to the necessary tools required for their effective performance Appointment and Remuneration of Board members a) The Board shall consist of both Non-Executive Directors and Executive Directors as shall be determined from time to time and subject to regulatory requirements. The Board shall recommend Directors for appointment by the shareholders at the Annual General Meetings (AGMs). Independent Non-Executive Directors (INEDs) shall be appointed as per regulatory requirements. b) The Chairman of the Board shall be appointed by the Board and must be a nonexecutive director. c) The number of Board members shall be as determined by the Company s Articles of association and local regulatory requirements. d) All directors must disclose outside directorships and inform the Company Secretary of any changes to such directorships as soon as the changes take place. e) Executive directors intending to accept a board position outside of the Group for personal interests must receive prior clearance from the relevant Governance Head. Such appointments should be limited to one, subject to regulatory requirements and there must be no conflict of interest. f) The Board shall establish and approve formal and transparent remuneration policies and procedures for Board members. Executive directors will not be paid any directors fees in addition to their regular remuneration. INED fees will be reviewed at least every two years. g) Directors remuneration package shall be adequately disclosed in the director s remuneration report and shall retroactively be approved by shareholders in an Annual General Meeting. 6. BOARD INDEPENDENCE To enhance independence, the Board shall avail an environment that ensures the members are critical and independent of one another so as to promote independent and objective judgement. 3

4 There shall be an annual review to evaluate the company s succession planning needs with regard to Independent Non-executive Directors. Prior to appointment, Independent Non- Executive Directors shall be required to satisfy the following criteria: a) have no conflicts of interest; b) have appropriate professional skills, training and background; c) bring influence and stature in the local market, including government, regulators and the business community; d) add to Board diversity but also fit with the existing board (directors from different sectors, industries including financial sector etc); e) have no political appointments; f) be financially stable; g) be able to devote sufficient time to the role and be willing to attend the scheduled board meetings in person. and only join by phone or video conference, if absence would otherwise be unavoidable; h) be independent as defined by local regulations; i) satisfy the requirements under the applicable local regulation and j) must not have served for more than nine years since they were first elected as an INED. 7. ACCESS TO INFORMATION AND INDEPENDENT ADVICE. a) The Board may from time to time require independent legal, financial, governance or other expert advice. To facilitate this, the Board shall ensure members obtain external advice, as may be required, at the company s expense and shall invite senior management to provide technical advice as needed. b) The Board shall establish procedures to allow its members access to relevant, accurate and complete information and professional advice in order to discharge its duties effectively. 8. BOARD TRAINING a) Each Board member shall participate in an induction program that is tailored to effectively orient the member to the Company s business, strategy, objectives, policies, procedures, operations, senior management and the business environment. The induction shall also include all the necessary information that shall be required by a member for effective performance on the Board. New Board members shall also be introduced to their fiduciary duties and responsibilities as well as any other aspects that are unique to the business. b) Board members should have a clear understanding of their role in corporate governance and be able to exercise sound and objective judgment about the affairs of the Company. c) The Board shall ensure adequate Board development through continuous training to keep the Board well informed on critical information pertinent to the business and corporate governance environment. d) The Board shall conduct an annual review to identify the training needs for each member on a regular basis and facilitate up skilling as well as continuous development. 9. BOARD EVALUATION a) For improved Board effectiveness, the Board shall carry out an assessment of its performance the performance of the Chairperson, that of its committees, individual members, the Chief Executive Officer and the Company Secretary. 4

5 b) The Board shall discuss the results of the evaluation exercise which shall also inform the Board on the training needs for its members. c) The Board shall disclose whether evaluation of the Board, the chairperson, the Chief Executive Officer and company secretary has been undertaken in the annual report and financial statements of the company. 10. ROLE OF THE CHAIR AND CEO The Board shall elect a chair who shall be an independent director. The CEO shall keep the Chair informed about the business of the Company. The Role of the Chair shall be to: a) Provide leadership to the Board and ensure its effectiveness in all aspects of its role. The Chair shall set the Board agenda with the assistance of the Chief Executive Officer and Company Secretary; b) Facilitate the effective contribution of non-executive directors and encourage constructive relations between executive and non-executive directors. c) Monitor attendance at Board meetings; d) To ensure that there is a robust process for Board succession and that a current pool of candidates has been identified; e) Develop the strategy of the Company, together with the CEO, and ensure the Board is fully appraised and has the opportunity to debate the strategic direction of the Company; f) Put in place and maintain an effective delegation of authority structure to provide effective management and control over the Company s business with the assistance of the CEO; g) Communicate effectively with the Company s stakeholders. The stakeholders include, where applicable, shareholders, regulators, governments, customers, staff and the communities within which the Company operates; h) Together with the CEO, to ensure that the Company communicates effectively with international institutions, shareholders, stakeholders, governments, rating agencies, financial institutions, the media, the public and any relevant special interest groups who have a legitimate concern or involvement with the business of the Company; i) Ensure that the views of the shareholders are communicated to the Board as a whole; j) Chair the Annual General Meeting and all other shareholder meetings of the Company; k) Together with the CEO and Company Secretary, ensure that the Company operates to the highest standards of corporate governance; l) Manage the training needs of each board member and ensure development; m) Ensure the Board undertakes continuous development in order to enhance governance practices within the Board itself and in the interest of the Company. The role of the CEO shall be to: a) Ensure that the policies spelt out by the Board in the Company s overall corporate strategy are implemented; b) Identify and recommend to the board competent officers to manage the operations of the institution. In the fulfilment of this duty, the CEO should ensure that the institution s human resources policy is adhered to; c) Co-ordinate the operations of the various departments within the institution; d) Establish and maintain efficient and adequate internal control systems; e) Design and implement the necessary management information systems in order to facilitate efficient and effective communication within the institution; 5

6 f) Ensure that the Board is frequently and adequately appraised about the operations of the institution through presentation of relevant board papers, which must cover, but are not limited to, the following areas: Actual performance compared with the past performance and the budget together with explanations of all the variances. Capital structure and adequacy. Advances performance in particular problem loans, losses, recoveries and provisions. Income and expenses. Deposits: sources and distribution profile. All insider transactions that benefit directly or indirectly any officer or shareholder of the institution. Report on violation of laws and remedial activities undertaken to ensure compliance with the banking laws and CBK guidelines. Large exposures. Non-performing insider loans. CBK, external, internal and audit committee reports. Any other areas relevant to the institution s operations. Ensure that the institution complies with all the relevant banking and other applicable laws in the execution of its operations. Any other duties as may be assigned by the Board from time to time. 11. DUTIES OF BOARD MEMBERS Each Board member shall have the fiduciary duty to a) Exercise a reasonable degree of care, skill and diligence; b) act in good faith and in the best interests of the company and not for any other purpose; c) act honestly at all times and must not place themselves in a situation where personal interests conflict with those of the company; d) exercise independent judgement at all times; e) devote sufficient time to carry out their responsibilities and enhance their skills; f) promote and protect the image of the company; g) owe their duty to the company and not to the nominating authority; and h) owe the company a duty to hold in confidence all information available to them by virtue of their position as a Board member. 12. THE COMPANY SECRETARY The Board shall appoint a Company Secretary to assist and advice the Board and all Board Members. The Company Secretary is the Secretary of the Board and is charge with the following responsibilities: a) to provide guidance to the Board on its duties and responsibilities and on other matters of governance; b) to ensure that the Board complies with its obligations under the law and the Company articles of association; c) to assist the Chairperson of the Board in organizing the Boards activities; d) to assist the Board with evaluation exercise; e) to coordinate the governance audit process; f) to maintain and update the register of conflict of interest; 6

7 g) to facilitate effective communication between the organization and the shareholders; and h) to carry out any other duties as may be assigned by the Board from time to time. 13. BOARD COMMITTEES a) The Board may discharge any of its responsibilities through Board Committees appointed from amongst its members subject to the applicable laws. b) The Board has established the following committees: Board Audit Committee Board Risk Committee Board Credit Committee Board Nomination, Evaluation & Remuneration Committee c) The Board shall appoint the Chairpersons of the Committees and shall approve appropriate terms of reference for the Committees. d) Reporting obligations: The Committees shall report to the Board on matters referred to it by the Board and on the proceedings following each meeting of the committee. The report shall include findings, matters identified for specific recommendation to the Board, action points and any other issues as deemed appropriate. The committees shall liaise with each other in so far as it is expedient to effectively perform their different roles. e) The Board remains collectively responsible for the decisions of any committee and shall review the effectiveness and performance of committees annually. f) The Board may be required to establish other committees from time to time. 14. CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS a) All directors are required to: Declare any interests that may give rise to potential or perceived conflict e.g. multiple directorships, business relationships or other circumstances that could interfere with exercise of objective judgment; Declare as soon as they become aware that a subject to be discussed at a Board or committee meeting may give rise to a conflict of interest at the outset of the applicable meeting. The conflicted director shall not participate further in the discussion of that subject, nor vote on it. This is subject at all times to the provisions of the local regulations, Articles of Association or other constitutional documents of the Company. b) The Board shall evaluate all potential or perceived conflict of interest as declared and shall approve such transactions with the company as may be appropriate. c) A register of declared Conflicts of Interest shall be maintained by the Company Secretary. 15. CODE OF CONDUCT a) The Board shall adopt a Code of Conduct for all directors and employees that addresses, among other things, conflict of interest and which shall be reviewed and updated regularly. A summary of this code shall be made available on the company s website. b) The Company shall adopt effective whistle blowing mechanisms that encourage staff and other stakeholders to bring out information helpful in enforcing good corporate governance practices. 7

8 c) The Board shall also adopt the Central Bank of Kenya Code of Conduct that will apply to all directors and staff. 16. RELATIONS WITH SHAREHOLDERS a) The Board shall recognize, respect and protect the rights of shareholders and shall ensure equitable treatment of all shareholders in the same class of issued shares whether minority, institutional or foreign. b) The Board shall provide shareholders with information as is required under the applicable law and shall establish mechanisms to ensure effective communication with shareholders. 17. RELATIONS WITH STAKEHOLDERS a) The Board shall have a stakeholder-inclusive approach and will be responsible for giving due consideration to the legitimate interests and expectations of the Company s stakeholders in its deliberations, decisions and actions. b) The Board shall establish effective communication with the Company s stakeholders including the media as may be appropriate. 18. TERMS OF REFERENCE The Board shall adopt its detailed Terms of Reference which shall be reviewed periodically. Standard Chartered Bank Kenya Limited Board of Directors 8

BOARD OF DIRECTORS CHARTER

BOARD OF DIRECTORS CHARTER BOARD OF DIRECTORS CHARTER Title: Board of directors charter Document No.001 Effective Date: 7 November 2017 Next Review Date: November 2020 Approved by the Chairman and board of directors TABLE OF CONTENTS

More information

BERMAZ AUTO BERHAD (formerly known as Berjaya Auto Berhad) (Company No M) BOARD CHARTER

BERMAZ AUTO BERHAD (formerly known as Berjaya Auto Berhad) (Company No M) BOARD CHARTER (formerly known as Berjaya Auto Berhad) (Company No. 900557-M) BOARD CHARTER 1. INTRODUCTION The Board of Directors ( the Board ) is responsible for the performance and affairs of the Company and its subsidiaries

More information

BOARD CHARTER. This Charter has been approved by the Board of Iluka Resources Limited (12 December 2017)

BOARD CHARTER. This Charter has been approved by the Board of Iluka Resources Limited (12 December 2017) This Charter has been approved by the Board of Iluka Resources Limited (12 December 2017) CONTENTS Introduction... 3 Primary Role of the Board... 3 Powers / Duties... 4 Board Membership... 5 Independence

More information

BOARD OF DIRECTORS CHARTER

BOARD OF DIRECTORS CHARTER BOARD OF DIRECTORS CHARTER January 1, 2018 CAN_DMS: \106676478\23 BOARD OF DIRECTORS CHARTER Introduction The Board of Directors (the Board ) of Nutrien Ltd. (the Corporation ) is responsible for the stewardship

More information

TEXCHEM RESOURCES BHD.

TEXCHEM RESOURCES BHD. 1. INTRODUCTION 1.1 The Board Charter sets out the principles governing the Board of Directors ( Board ) of Texchem Resources Bhd. ( Company ) and adopts the principles and practices of good corporate

More information

BOARD CHARTER Introduction Company Board Responsibilities

BOARD CHARTER Introduction Company Board Responsibilities BOARD CHARTER Introduction The directors are accountable to the shareholders and must ensure that Ausdrill Limited ( Company ) is appropriately managed to protect and enhance the interests and wealth of

More information

In carrying out the responsibilities and powers set out in this Charter, the Board of Digital CC Limited (Company):

In carrying out the responsibilities and powers set out in this Charter, the Board of Digital CC Limited (Company): 1 PREAMBLE An effective Board is one that facilitates the effective discharge of the duties imposed by law on the Directors and adds value in a way that is appropriate to the Company. The Board is ultimately

More information

AmMetLife Insurance Berhad BOARD CHARTER

AmMetLife Insurance Berhad BOARD CHARTER BOARD CHARTER 1. Introduction 1.1 The Board of Directors (the Board ) regard sound Corporate Governance as vital to the success of the Company s business and are unreservedly committed to applying the

More information

QBE INSURANCE GROUP LIMITED

QBE INSURANCE GROUP LIMITED QBE INSURANCE GROUP LIMITED BOARD CHARTER Owner: Approval: Company Secretary Board Date: September 2014 1. Introduction This board charter sets out the key principles for the operation of the board of

More information

Board of Directors. Charter. Introduction. Board Composition

Board of Directors. Charter. Introduction. Board Composition Charter Board of Directors This charter sets out the composition and key processes of the Board, its key responsibilities and relationship with management, and the authority delegated to Board Committees.

More information

Estia Health Limited ACN ( Company ) Approved by the Board on 17 November 2014

Estia Health Limited ACN ( Company ) Approved by the Board on 17 November 2014 Board Charter Estia Health Limited ACN 160 986 201 ( Company ) Approved by the Board on 17 November 2014 Board Charter Contents 1 Purpose of this charter 1 2 Role and responsibilities of the Board 1 2.1

More information

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS CHARTER OF THE BOARD OF DIRECTORS (Approved by Board of Directors on 23 rd October 2017) 1.0 Objective The purpose of this Board Charter is to promote the highest standards of Corporate Governance within

More information

AGL ENERGY LIMITED BOARD CHARTER 1. PURPOSE 2. ROLE AND RESPONSIBILITIES OF BOARD

AGL ENERGY LIMITED BOARD CHARTER 1. PURPOSE 2. ROLE AND RESPONSIBILITIES OF BOARD AGL ENERGY LIMITED BOARD CHARTER 1. PURPOSE 1.1 The Board is responsible for the governance of AGL Energy Limited (AGL). This Board Charter (Charter) sets out the role, responsibilities, membership and

More information

Board Charter. 1.0 Purpose. 2.0 Functions and responsibilities

Board Charter. 1.0 Purpose. 2.0 Functions and responsibilities Board Charter 1.0 Purpose This Board Charter sets out the roles, responsibilities, composition, structure and approach of the Board the Company. The Board is responsible for the affairs and activities

More information

Chapter 1 : Ethical leadership and corporate citizenship. Principle 1.1: The board should provide effective leadership based on an ethical foundation.

Chapter 1 : Ethical leadership and corporate citizenship. Principle 1.1: The board should provide effective leadership based on an ethical foundation. Chapter 1 : Ethical leadership and corporate citizenship Principle 1.1: The board should provide effective leadership based on an ethical foundation. The board is responsible for corporate governance and

More information

ECS ICT Berhad (Company No H) Board Charter

ECS ICT Berhad (Company No H) Board Charter 1. Introduction In achieving the objectives of transparency, accountability and effective performance for ECS ICT Berhad ( ECS or the Company ) and its subsidiaries ( the Group ), the enhancement of corporate

More information

Appendix 4G. Key to Disclosures Corporate Governance Council Principles and Recommendations

Appendix 4G. Key to Disclosures Corporate Governance Council Principles and Recommendations Rules 4.7.3 and 4.10.3 1 Key to Disclosures Corporate Governance Council Principles and Recommendations Introduced 01/07/14 Amended 02/11/15 Name of entity Jadar Lithium Limited ABN / ARBN Financial year

More information

BOARD CHARTER TOURISM HOLDINGS LIMITED

BOARD CHARTER TOURISM HOLDINGS LIMITED BOARD CHARTER TOURISM HOLDINGS LIMITED INDEX Tourism Holdings Limited ( thl ) - Board Charter 2 1. Governance at thl 2 2. Role of the Board 3 3. Structure of the Board 4 4. Matters Relating to Directors

More information

UNITED U-LI CORPORATION BERHAD ( H) BOARD CHARTER

UNITED U-LI CORPORATION BERHAD ( H) BOARD CHARTER (510737-H) BOARD CHARTER 1. INTRODUCTION The Board of Directors ( the Board ) fully appreciates the importance adopting high standards of Corporate Governance within the Group. The Board is committed to

More information

Nestlé (Malaysia) Berhad ( W)

Nestlé (Malaysia) Berhad ( W) This Board Charter (the Charter ) sets out the process, roles and responsibilities as well as the functions of the Board of Directors (the Board ) of Nestlé (Malaysia) Berhad ( the Company ). ROLE OF THE

More information

CORPORATE GOVERNANCE STATEMENT 2018

CORPORATE GOVERNANCE STATEMENT 2018 CORPORATE GOVERNANCE STATEMENT 2018 Horizon Oil Limited (the Company ) and the board are committed to achieving and demonstrating the highest standards of corporate governance. The board continues to review

More information

KERJAYA PROSPEK GROUP BERHAD ( U) (formerly known as Fututech Berhad)

KERJAYA PROSPEK GROUP BERHAD ( U) (formerly known as Fututech Berhad) This Charter is developed to: provide a clear statement of the roles, responsibilities, processes and operations of the Board for the Board and management; and ensure the practices of the Board are consistent

More information

King lll Principle Comments on application in 2013 Reference in 2013 Integrated Report

King lll Principle Comments on application in 2013 Reference in 2013 Integrated Report Application of King III Principles 2013 This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King III principles by the Clicks Group. The following

More information

KING CODE APPLICATION GAP ANALYSIS

KING CODE APPLICATION GAP ANALYSIS KING CODE APPLICATION GAP ANALYSIS Principle Status Narrative Action plan 1.1 The Board should provide effective leadership based on an ethical foundation 1.2 The Board should ensure that the company is

More information

REA Group Limited ACN Board Charter

REA Group Limited ACN Board Charter REA Group Limited ACN 068 349 066 Board Charter 1. Objectives The objectives of the Board of Directors ( Board ) of REA Group Ltd ( the Company ) are to: represent and serve the interests of shareholders

More information

The Foschini Group Limited Remuneration Committee Charter

The Foschini Group Limited Remuneration Committee Charter The Foschini Group Limited Remuneration Committee Charter 1 Table of Contents 1. PREAMBLE 3 2. MEMBERSHIP 3 3. TERMS OF REFERENCE AND POWERS 4 4. MEETINGS & PROCEEDINGS 6 5. REPORTING AND ACCOUNTABILITY

More information

Lewis Group Limited Application of King III Corporate Governance Principles March 2017

Lewis Group Limited Application of King III Corporate Governance Principles March 2017 Lewis Group Limited Application of King III Corporate Governance Principles March This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King III principles

More information

KING REPORT ON GOVERNANCE FOR SOUTH AFRICA 2009 (KING III)

KING REPORT ON GOVERNANCE FOR SOUTH AFRICA 2009 (KING III) UPDATED: 18 FEBRUARY 2015 KING REPORT ON GOVERNANCE PRINCIPLE PER KING III ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP 1.1 The board should provide effective leadership based on an ethical foundation.

More information

REDDE PLC AUDIT COMMITTEE TERMS OF REFERENCE APPROVED BY THE BOARD ON 26 TH JULY 2017

REDDE PLC AUDIT COMMITTEE TERMS OF REFERENCE APPROVED BY THE BOARD ON 26 TH JULY 2017 Membership 1. Members of the Committee shall be appointed by the Board, in consultation with the chairman of the Audit Committee. The committee shall be made up of at least two members. 2. All members

More information

GOLD FIELDS LIMITED. ( GFI or the Company ) BOARD CHARTER. (Approved by the Board of Directors on 16 August 2016)

GOLD FIELDS LIMITED. ( GFI or the Company ) BOARD CHARTER. (Approved by the Board of Directors on 16 August 2016) 1 GOLD FIELDS LIMITED ( GFI or the Company ) BOARD CHARTER (Approved by the Board of Directors on 16 August 2016) 2 1. INTRODUCTION The Board Charter is subject to the provisions of the South African Companies

More information

Corporate Governance Principles 2015

Corporate Governance Principles 2015 Corporate s 2015 corporate principles 1 corporate principles 1. Ethical leadership and corporate citizenship Responsible leadership 1.1 The board should provide effective leadership based on an ethical

More information

HF GROUP LIMITED BOARD CHARTER

HF GROUP LIMITED BOARD CHARTER The primary objective of the Group's Board Charter is to set out the responsibilities of the Board of Directors ("the Board") of HF Group and its subsidiaries. The Board of the Parent Company, HF Group,

More information

King lll Principle Comments on application in 2016 Reference Chapter 1: Ethical leadership and corporate citizenship Principle 1.

King lll Principle Comments on application in 2016 Reference Chapter 1: Ethical leadership and corporate citizenship Principle 1. Clicks Group Application of King III Principles 2016 APPLICATION OF King III PrincipleS 2016 This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King

More information

Corporate Governance Statement

Corporate Governance Statement Corporate Governance Statement The Hydroponics Company Limited (the Company) provides the following statement disclosing the extent to which the Company has followed the Corporate Governance Principles

More information

VBI VACCINES INC. BOARD OF DIRECTORS MANDATE. Adopted September 23, 2016

VBI VACCINES INC. BOARD OF DIRECTORS MANDATE. Adopted September 23, 2016 BOARD OF DIRECTORS MANDATE Adopted September 23, 2016 1. Purpose The members of the Board of Directors (the Board ) have the duty to supervise the management of the business and affairs of SciVac Therapeutics

More information

KING IV GOVERNANCE PRINCIPLES APPLICATION BY MURRAY & ROBERTS FY The governing body should lead ethically and effectively (Leadership)

KING IV GOVERNANCE PRINCIPLES APPLICATION BY MURRAY & ROBERTS FY The governing body should lead ethically and effectively (Leadership) KING IV GOVERNANCE PRINCIPLES APPLICATION BY MURRAY & ROBERTS FY2018 LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP 1. The governing body should lead ethically and effectively (Leadership) The Board is the

More information

Remuneration and Nominations Committee Mandate

Remuneration and Nominations Committee Mandate 1. Introduction 1.1 The Remuneration and Nominations Committee (Committee) is constituted as a committee of the board of directors (Board) of Mr Price Group Limited (Company or Group) and as required by

More information

The Corporate Governance Statement is accurate and up to date as at 30 June 2018 and has been approved by the board.

The Corporate Governance Statement is accurate and up to date as at 30 June 2018 and has been approved by the board. Rules 4.7.3 and 4.10.3 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity: Catalyst Metals Limited ABN / ARBN: Financial year ended: 54 118 912

More information

Corporate Governance Statement John Bridgeman Limited

Corporate Governance Statement John Bridgeman Limited Corporate Governance Statement John Bridgeman Limited 1 Definition In this document: ASX Board Chair CFO Company Secretary Corporations Act Director means ASX Limited ACN 008 624 691 or the securities

More information

Ethical leadership and corporate citizenship. Applied. Applied. Applied. Company s ethics are managed effectively.

Ethical leadership and corporate citizenship. Applied. Applied. Applied. Company s ethics are managed effectively. CORPORATE GOVERNANCE- KING III COMPLIANCE Analysis of the application as at 24 June 2015 by Master Drilling Group Limited (the Company) of the 75 corporate governance principles as recommended by the King

More information

GENUS PLC AUDIT COMMITTEE TERMS OF REFERENCE

GENUS PLC AUDIT COMMITTEE TERMS OF REFERENCE GENUS PLC AUDIT COMMITTEE TERMS OF REFERENCE Note: Reference to the Committee shall mean the Audit Committee. Reference to the Board shall mean the Board of Directors. 1. Membership 1.1. Members of the

More information

Halma plc Terms of Reference Audit Committee Approved 18 January 2018

Halma plc Terms of Reference Audit Committee Approved 18 January 2018 Reference to the Committee shall mean the Audit Committee. Reference to the Board shall mean the Board of Directors. 1. Membership 1.1. The Committee shall comprise at least three members and, where possible,

More information

PALADIN ENERGY LTD ACN

PALADIN ENERGY LTD ACN PALADIN ENERGY LTD ACN 061 681 098 BOARD CHARTER CONTENTS 1. Applicability 2. Role 3. Powers of the Board 4. Responsibilities 5. Composition 6. Independence of Directors 7. Board Meetings 8. Board Committees

More information

CORPORATE GOVERNANCE KING CODE

CORPORATE GOVERNANCE KING CODE CORPORATE GOVERNANCE KING CODE The Board of Directors of RECM and Calibre Limited ( RAC ) ( The Board ) supports the King III Report ( King Code ) on Corporate Governance, with corporate governance being

More information

Commonwealth Bank of Australia ACN Board Charter

Commonwealth Bank of Australia ACN Board Charter Commonwealth Bank of Australia ACN 123 123 124 Board Charter 1. Purpose The Board Charter: 1.1 Sets out the functions and powers of the Board; and 1.2 Describes the respective roles of the Board and the

More information

Commonwealth Bank of Australia ACN CBA Board Charter

Commonwealth Bank of Australia ACN CBA Board Charter Commonwealth Bank of Australia ACN 123 123 124 CBA Board Charter 1. Purpose The Board Charter: 1.1 Sets out the functions and powers of the Board; and 1.2 Describes the respective roles of the Board and

More information

GENERAL GUIDANCE NOTE The Board Charter aligned to King IV August 2018

GENERAL GUIDANCE NOTE The Board Charter aligned to King IV August 2018 1 GENERAL GUIDANCE NOTE The Board Charter aligned to King IV August 2018 PURPOSE In accordance with the King IV Report on Corporate Governance for South Africa 2016 1 the governing body ensures that its

More information

Corporate Governance Statement September 2016

Corporate Governance Statement September 2016 Level 9, Waterfront Place 1 Eagle St, Brisbane QLD 4000 GPO Box 1164, Brisbane QLD 4001 Telephone: 07 3108 3500 Fax: 07 3108 3501 Email: admin@lanewayresources.com.au www.lanewayresources.com.au Corporate

More information

Corporate Governance Statement

Corporate Governance Statement LifeHealthcare Group Limited (ACN 166 525 186) Corporate Governance Statement - 2016 ASX Corporate Governance Council Principle / Principle 1 Lay solid foundations for management and oversight 1.1 A listed

More information

KING III CHECKLIST. We do it better

KING III CHECKLIST. We do it better KING III CHECKLIST 2016 We do it better 1 KING III CHECKLIST African Rainbow Minerals Limited (ARM or the Company) supports the principles and practices set out in the King Report on Governance for South

More information

MNC WIRELESS BERHAD ( T)

MNC WIRELESS BERHAD ( T) MNC WIRELESS BERHAD (635884-T) BOARD CHARTER 1. Introduction The Board of Directors ( Board ) of MNC Wireless Berhad ( MNC or the Company ) is responsible for overseeing the Company s management and ensuring

More information

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER Main Responsibilities: HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER ~~ Responsible for Management s Performance Evaluation, Compensation and Succession Planning

More information

Terms of Reference - Audit Committee

Terms of Reference - Audit Committee 1. Membership 1.1 The committee shall comprise at least three members. Members of the committee shall be appointed by the board, on the recommendation of the nomination committee in consultation with the

More information

WG WEARNE LIMITED (Registration number: 1994/005983/07) ( the Company / Wearne )

WG WEARNE LIMITED (Registration number: 1994/005983/07) ( the Company / Wearne ) WG WEARNE LIMITED (Registration number: 1994/005983/07) ( the Company / Wearne ) ANALYSIS OF THE APPLICATION OF THE 75 CORPORATE GOVERNANCE PRINCIPLES AS RECOMMENDED IN THE KING III REPORT CHAPTER 1: ETHICAL

More information

AT&T INC. CORPORATE GOVERNANCE GUIDELINES

AT&T INC. CORPORATE GOVERNANCE GUIDELINES AT&T INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors of AT&T Inc. ("AT&T") acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted the following

More information

Board and Committee Charters. The Gruden Group Limited

Board and Committee Charters. The Gruden Group Limited Board and Committee Charters The Gruden Group Limited The Gruden Group Limited (Gruden) ABN 56 125 943 240 Approved by the Board on 26 May 2016 Board Charter In carrying out the responsibilities and powers

More information

For personal use only

For personal use only On Q Group Limited CORPORATE GOVERNANCE STATEMENT 1. Introduction The Board of Directors of On Q Group Limited ( Company ) is responsible for the Company's corporate governance framework, as set out in

More information

2018 CORPORATE GOVERNANCE STATEMENT

2018 CORPORATE GOVERNANCE STATEMENT 2018 CORPORATE GOVERNANCE STATEMENT This corporate governance statement sets out Prospect Resources Limited s (Company) current compliance with the ASX Corporate Governance Council s Corporate Governance

More information

Remuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS.

Remuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS. Remuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS. August 2018 1. INTRODUCTION These Terms of Reference have been

More information

SEACOR Holdings Inc. CORPORATE GOVERNANCE GUIDELINES (Effective as of November 13, 2018)

SEACOR Holdings Inc. CORPORATE GOVERNANCE GUIDELINES (Effective as of November 13, 2018) SEACOR Holdings Inc. CORPORATE GOVERNANCE GUIDELINES (Effective as of November 13, 2018) 1. Board Mission The mission of the Board of Directors (the Board or Board of Directors ) of SEACOR Holdings Inc.

More information

The Board has also adopted the following governance objectives. 9. To ensure the effective monitoring and management of health and safety.

The Board has also adopted the following governance objectives. 9. To ensure the effective monitoring and management of health and safety. Board Charter June 2017 Introduction This charter and the board committees charters and policies set out the governance requirements for the Spark New Zealand Board. These include the roles and responsibilities,

More information

KING III ON CORPORATE GOVERNANCE. The AEEI level of compliance continually increases since the introduction of the Code.

KING III ON CORPORATE GOVERNANCE. The AEEI level of compliance continually increases since the introduction of the Code. KING III ON CORPORATE GOVERNANCE The Board of African Equity Empowerment Investments Limited (AEEI) remains committed to and endorses the principles of the Code of Corporate Practices and Conduct as set

More information

CODE OF CORPORATE GOVERNANCE 6 AUGUST 2018

CODE OF CORPORATE GOVERNANCE 6 AUGUST 2018 CODE OF CORPORATE GOVERNANCE 6 AUGUST 2018 Introduction 1. Corporate governance refers to having the appropriate people, processes and structures to direct and manage the business and affairs of the company

More information

This document contains a summary of the Group s application of all of the principles contained in King III.

This document contains a summary of the Group s application of all of the principles contained in King III. King III Compliance The Board supports the Code of Corporate Practices and Conduct as recommended by the King III Report on Corporate Governance for South Africa 2009 ( King III ). This document contains

More information

KING III COMPLIANCE ANALYSIS

KING III COMPLIANCE ANALYSIS Principle element No Application method or explanation This document has been prepared in terms of the JSE Listings Requirements and sets out the application of the 75 Principles of the King III Report

More information

SIME DARBY BERHAD BOARD CHARTER

SIME DARBY BERHAD BOARD CHARTER SIME DARBY BERHAD BOARD CHARTER Updated as at 6 December 2017 Contents 1. INTRODUCTION... 3 2. PURPOSE... 3 3. BOARD STRUCTURE AND COMPOSITION... 3 4. AUTHORITIES OF THE BOARD 5 5. ROLES AND RESPONSIBILITIES

More information

OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES

OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of OptiNose, Inc. (the Company ) has adopted these Corporate Governance Guidelines (these Guidelines ) to assist the Board

More information

TRAVELPORT WORLDWIDE LIMITED CORPORATE GOVERNANCE GUIDELINES

TRAVELPORT WORLDWIDE LIMITED CORPORATE GOVERNANCE GUIDELINES TRAVELPORT WORLDWIDE LIMITED CORPORATE GOVERNANCE GUIDELINES Travelport Worldwide Limited (the Company ) is committed to developing effective, transparent and accountable corporate governance practices.

More information

DESERT LION ENERGY LIMITED CHARTER OF THE BOARD OF DIRECTORS

DESERT LION ENERGY LIMITED CHARTER OF THE BOARD OF DIRECTORS DESERT LION ENERGY LIMITED 1. PURPOSE The Board of Directors (the Board ) of Desert Lion Energy Limited (the Company ) is responsible for the stewardship of the business and for acting in the best interests

More information

King iii checklist 2013

King iii checklist 2013 King III checklist 2013 King III checklist 2013 1 King III checklist African Rainbow Minerals Limited (ARM or the Company) supports the principles and practices set out in the King Report on Governance

More information

5. The external auditors will be invited to attend meetings of the Committee on a regular basis.

5. The external auditors will be invited to attend meetings of the Committee on a regular basis. Audit Committee Terms of Reference Membership 1. The Committee shall comprise at least three members. The Committee shall include, where possible, one member of the Remuneration Committee. Members of the

More information

Corporate governance report

Corporate governance report Corporate governance report Deneb is committed to a high standard of corporate governance and endorses the recommendations contained in the King Code of Governance Principles for South Africa 2009 (King

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The Board of Jamaica Public Service Company Limited ( JPS ) has adopted the following Corporate Governance Guidelines in furtherance of its corporate responsibility and

More information

MAZOR GROUP LIMITED CORPORATE GOVERNANCE COMPLIANCE KING III REGISTER

MAZOR GROUP LIMITED CORPORATE GOVERNANCE COMPLIANCE KING III REGISTER MAZOR GROUP LIMITED CORPORATE GOVERNANCE COMPLIANCE KING III REGISTER Mazor Group Limited has in its Integrated Report for 2015 disclosed its level of compliance with the King Code of Corporate Governance

More information

Principle 1 Lay solid foundations for management and oversight.

Principle 1 Lay solid foundations for management and oversight. This Corporate Governance Statement, which has been approved by the Board, describes Eildon Capital s corporate governance policies, framework and practices. This statement is current as at 30 June 2018.

More information

Audit & Risk Committee (Ad hoc) Committee

Audit & Risk Committee (Ad hoc) Committee The of Standard Chartered PLC is responsible for the overall management of the Group and for ensuring that proper standards of corporate governance are maintained. This report describes how the have applied

More information

Adopted by the Board on 11 April 2005 and revised on 23 June 2009 (ASX Governance Principles and Recommendations: Recommendation 1.

Adopted by the Board on 11 April 2005 and revised on 23 June 2009 (ASX Governance Principles and Recommendations: Recommendation 1. Domino's Pizza Enterprises Limited Board Charter Adopted by the Board on 11 April 2005 and revised on 23 June 2009 (ASX Governance Principles and Recommendations: Recommendation 1.1) 1 Corporate Governance

More information

BOARD CHARTER LA PRUDENCE LEASING FINANCE CO LTD

BOARD CHARTER LA PRUDENCE LEASING FINANCE CO LTD Page1 SUBJECT PAGE Chairperson s Message 2 Introduction 3 1 The Role of the Board 4 2 The Structure of the Board 6 2.1 Board Composition 2.1.1 Appointment 2.1.2 Term 2.1.3 Board Protagonists I. Chairperson

More information

This Board Charter (Charter) is the foundation document which sets out the Board s role and responsibilities in

This Board Charter (Charter) is the foundation document which sets out the Board s role and responsibilities in Board Charter Motor Trade Finance Limited Motor Trade Finance Limited and its subsidiaries (MTF) are committed to a high standard of corporate governance. MTF was founded as a co-operative company and

More information

MANDATE OF THE BOARD OF DIRECTORS CHORUS AVIATION INC. (the Corporation )

MANDATE OF THE BOARD OF DIRECTORS CHORUS AVIATION INC. (the Corporation ) MANDATE OF THE BOARD OF DIRECTORS CHORUS AVIATION INC. (the Corporation ) 1. PURPOSE This mandate describes the role of the Board of Directors (the Board ) of Chorus Aviation Inc. (the Corporation ). The

More information

ANGLOGOLD ASHANTI LIMITED Reg No: 1944/017354/06 BOARD CHARTER

ANGLOGOLD ASHANTI LIMITED Reg No: 1944/017354/06 BOARD CHARTER ANGLOGOLD ASHANTI LIMITED Reg No: 1944/017354/06 BOARD CHARTER APPROVED BY THE BOARD OF DIRECTORS ON 16 FEBRUARY 2018 1. INTRODUCTION The board of directors of AngloGold Ashanti Limited ( the Company )

More information

People, Culture and Remuneration Committee Charter. The Hospitals Contribution Fund of Australia Ltd (ACN ) (the Company )

People, Culture and Remuneration Committee Charter. The Hospitals Contribution Fund of Australia Ltd (ACN ) (the Company ) People, Culture and Remuneration Committee Charter The Hospitals Contribution Fund of Australia Ltd (ACN 000 026 746) (the Company ) Board approval date: 29 June 2017 Contents 1. Introduction and Purpose

More information

SIME DARBY PROPERTY BERHAD BOARD CHARTER. (Adopted on 29 August 2017)

SIME DARBY PROPERTY BERHAD BOARD CHARTER. (Adopted on 29 August 2017) SIME DARBY PROPERTY BERHAD BOARD CHARTER (Adopted on 29 August 2017) Contents 1. INTRODUCTION... 3 2. PURPOSE... 3 3. BOARD STRUCTURE AND COMPOSITION... 3 4. AUTHORITIES OF THE BOARD..... 5 5. ROLES AND

More information

The Institute of Directors of South Africa ( IoDSA ) is the convener of the King Committee and the custodian of the King reports and practice notes.

The Institute of Directors of South Africa ( IoDSA ) is the convener of the King Committee and the custodian of the King reports and practice notes. ANDULELA INVESTMENT HOLDINGS LIMITED CORPORATE GOVERNANCE Corporate Governance Overview December 2016 The Board of Directors is committed to the implementation of good corporate governance within the group

More information

PRINCIPLES OF CORPORATE GOVERNANCE Novus Holdings Limited

PRINCIPLES OF CORPORATE GOVERNANCE Novus Holdings Limited PRINCIPLES OF CORPORATE GOVERNANCE Novus Holdings Limited KING III APPLICATION The Directors have pro-actively taken steps to ensure that the Company is fully compliant with the King Code recommendations

More information

CARTRACK HOLDINGS LIMITED. (the Company ) BOARD OF DIRECTORS TERMS OF REFERENCE REVIEWED 1 MARCH 2016

CARTRACK HOLDINGS LIMITED. (the Company ) BOARD OF DIRECTORS TERMS OF REFERENCE REVIEWED 1 MARCH 2016 CARTRACK HOLDINGS LIMITED (the Company ) BOARD OF DIRECTORS TERMS OF REFERENCE REVIEWED 1 MARCH 2016 1. CONSTITUTION 1.1. The Board of directors (the "Board") of the Company is constituted in accordance

More information

Application of King III Principles

Application of King III Principles Application of King III Principles Principle Status Application 1. Ethical leadership and corporate citizenship 1.1 The Board should provide effective leadership based on an ethical foundation. The ethical

More information

Terms and Conditions of appointment of Independent directors

Terms and Conditions of appointment of Independent directors Terms and Conditions of appointment of Independent directors To, Name: Address:,. LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTORS Dear Sir/Madam, Sub: Appointment/Re-appointment of Independent Director

More information

Bank of Ireland Group plc Compliance with the Capital Requirements Directive (CRD IV) - Governance Disclosures

Bank of Ireland Group plc Compliance with the Capital Requirements Directive (CRD IV) - Governance Disclosures Compliance with the Capital Requirements Directive (CRD IV) - Governance Disclosures Corporate Governance Statement Article 96 of the CRD IV requires institutions to set out a statement, on the institution

More information

Application - FA, PA or NA. Full Application. Full Application

Application - FA, PA or NA. Full Application. Full Application Question Application or Explanation Source of Information andatory or 'apply or explain' Application - FA, PA or NA INTRODUCTION Has the company developed and published a Board Charter which is periodically

More information

CORPORATE GOVERNANCE POLICIES. Board Charter. Accountabilities

CORPORATE GOVERNANCE POLICIES. Board Charter. Accountabilities Board Charter The Board of (Board) is responsible to the shareholders for determining the strategic direction of the Company. Accountabilities AUTHORITY AND PURPOSE The constitution of the company and

More information

Phumelela Gaming and Leisure Limited

Phumelela Gaming and Leisure Limited King III assessment register 2015 CHAPTER 1: ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP 1.1 The Board should provide effective leadership based on an ethical foundation. 1.2 The Board should ensure that

More information

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE CORPORATE GOVERNANCE Analysis of the application of the 75 corporate governance principles as recommended in the King III Report No. Area Requirement Status Comments 1. Ethical Leadership and Corporate

More information

CORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2016

CORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2016 No N/A 1 Chapter 1 - Ethical leadership and corporate citizenship 1.1 The board s should provide effective leadership based on an ethical foundation 1.2 The board should ensure that the Company is and

More information

Corporate Governance Policy

Corporate Governance Policy Corporate Governance Policy Table of Contents 1. Introduction 2. Functions of the Board 3. Selection/Composition of the Board and Compensation of Directors 4. Conflicts of Interest 5. Board Committees

More information

Ibstock plc. (the Company) Audit Committee - Terms of Reference

Ibstock plc. (the Company) Audit Committee - Terms of Reference Ibstock plc (the Company) Audit Committee - Terms of Reference 1. PURPOSE 1.1 The role of the Audit Committee (the Committee) is to: monitor the integrity of the financial statements and related announcements

More information

Board of Directors Mandate

Board of Directors Mandate Board of Directors Mandate 1. Introduction The Board of Directors (the Board ) has the responsibility for the overall stewardship of the conduct of the business of New Gold Inc. (the Company ) and the

More information

Corporate Governance Statement

Corporate Governance Statement 58 PROGRAMMED 2015 ANNUAL REPORT Corporate Governance Statement Programmed is committed to ensuring that its obligations and responsibilities to its various stakeholders are fulfilled through appropriate

More information

AXIS REIT MANAGERS BERHAD (Company Number: W) (Incorporated in Malaysia under the Companies Act, 1965)

AXIS REIT MANAGERS BERHAD (Company Number: W) (Incorporated in Malaysia under the Companies Act, 1965) AXIS REIT MANAGERS BERHAD (Company Number: 649450-W) (Incorporated in Malaysia under the Companies Act, 1965) As Management Company of Axis Real Estate Investment Trust BOARD CHARTER APPROVED BY THE BOARD

More information

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORT 03 GOVERNANCE CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT The JSE has included certain aspects of South Africa s King III Report on Corporate Governance ( King III ) in its listings requirements.

More information